What to Do If You Get a Letter from the IRS (Forbes)

Forbes Magazine
Expert View
How To Stop The IRS Machine
Claudia A. Hill, 08.30.10, 12:00 PM ET


It's document matching time at the Internal Revenue Service. Millions of taxpayers are opening their mailboxes to find a boldly stated notice shouting "Summary of Proposed Changes" identifying an increase to their 2008 taxes, penalties, interest and a whooping Proposed Balance Due. These notices are often more than 10 pages long, and not until you've gotten to page five do you find out what the IRS alleges created the problem: discrepancies between the amounts reported to them by others and what you included in your return. This is the meat of the letter (known as a CP-2000 notice) and often where you will find what led to the notice "mis-match."

Do not reach for your check book in defeat. Do not immediately scream obscenities about your tax preparer. These letters are often wrong. They are directed at getting your attention. They are machine-generated, generally unseen or untouched by human eyes or hands until the taxpayer responds to the notice. Until a response is received and logged in by IRS personnel, the machine will control the process. Uninterrupted, this automation will lead the IRS to be legally entitled to collection of the balance being proposed. Here are a few examples illustrating the variety of issues on notices I've seen recently:

Shock and Awe Proposed Balance Due: $54,871; Actual Balance Due: Zero

The IRS computers concluded the taxpayer had an IRA distribution of $198,981, but showed a taxable IRA distribution of just $40,000 on the return. The real story is this: The taxpayer converted a pre-tax IRA worth $198,981 to a Roth IRA early in 2008, and he correctly reported this as an IRA distribution on his 2008 return. The stock market dropped dramatically toward the end of 2008. Not willing to pay taxes on an amount well in excess of the account value in early 2009, he properly "re-characterized" (returned to his traditional IRA before filing) all but $40,000 of the converted amount, reporting that amount as taxable on the return. He correctly disclosed this and included Form 8606 on his return. It was all explained, but the IRS machines had not checked for those entries.

Shock and Awe Proposed Balance Due: $524; Actual Balance Due: Zero

The taxpayer authorized $2,000 of her 2008 IRA distribution to be donated to her local church. Her tax return correctly indicated a $21,690 distribution with $19,691 taxable. As the IRS instructions dictated, the code "QCD" (for qualified charitable distribution) was indicated on the return. But the IRS' "automated underreporter" systems apparently did not notice the code.

Shock and Awe Proposed Balance Due: $609; Actual Balance Due: Zero

The Social Security Administration had issued an incorrect 1099-SSA for double the gross amount the taxpayer had received. The taxpayer had received a "corrected" statement (fortunately he kept it), but the IRS apparently had not received a similar document, or had not adjusted the records in their computers to reflect it.


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Shock and Awe Proposed Balance Due: $10,080; Actual Balance Due: $5,420

The taxpayer had overlooked a rather large qualified stock dividend. Although he agreed he should have included it in income, the IRS had computed taxes on the dividend at ordinary income rates, which top out at 35%; as a qualified dividend, the lower capital gains rate, which tops out at 15%, should have been used.

This taxpayer reached for his checkbook first and called his tax advisor (me) later. He paid the full amount, and when we saw the letter we filed an amended return to correct the tax computation. He will receive a $4,680 refund.

Shock and Awe Proposed Balance Due: $1,867; Actual Balance Due: $165

The IRS computers said the taxpayer had an unreported state tax refund and had taken a deduction for mortgage interest she wasn't entitled to. The taxpayer was able to provide Form 1098 for her primary residence loan showing the amount she had (accurately) claimed and her name, address and social security number. She was able to sustain her full deduction. She did, however, overlook the state tax refund, which was taxable and the reason she owed $165.

Here's the message: Don't panic when you open the IRS notice. Reach for your tax return and look to see if the income was included. If it wasn't, don't reach for your check book until you have computed the correct tax. Often the IRS includes an accuracy related penalty of 20% of the additional tax. If you believe your error was based on a reasonable position or cause, explain the situation and ask the penalty not be asserted. If your return was prepared by a professional, get the IRS letter to that professional as soon as possible.

Most important, respond as promptly as you can. The IRS expects a response within 30 days. If you don't send one, or don't call or fax to request additional time to gather documents for your response, the IRS "automated systems" (again, untouched by human hands) will proceed to the next steps legally required to be able to collect the proposed tax. You must respond to stop the machine!

Amazingly, far too many people fail to respond or simply write checks in defeat without determining whether the amount the IRS requested was correct. This sends the "false positive" message to IRS that its automated system is correctly assessing large amounts of tax on scofflaws who are failing to report their income. It can also create large tax assessments against people who don't owe the original tax, but later find themselves fighting IRS collection efforts and expending even more time and money asking for professional assistance. Don't ignore the notice!

Claudia Hill, E.A., M.B.A., is president of TaxMam, in Cupertino, Calif., and editor of the Journal of Tax Practice & Procedure published by CCH, a Wolters Kluwer company.

Looking for Work? Some Tax Deductions (irs.gov)

Six Tax Benefits for Job Seekers


Did you know that you may be able to deduct some of your job search expenses on your tax return?

Many taxpayers spend time during the summer months updating their résumé and attending career fairs. If you are searching for a job this summer, you may be able to deduct some of your expenses on your tax return. Here are six things the IRS wants you to know about deducting costs related to your job search.

To qualify for a deduction, the expenses must be spent on a job search in your current occupation. You may not deduct expenses incurred while looking for a job in a new occupation.


You can deduct employment and outplacement agency fees you pay while looking for a job in your present occupation. If your employer pays you back in a later year for employment agency fees, you must include the amount you receive in your gross income up to the amount of your tax benefit in the earlier year.


You can deduct amounts you spend for preparing and mailing copies of your résumé to prospective employers as long as you are looking for a new job in your present occupation.


If you travel to an area to look for a new job in your present occupation, you may be able to deduct travel expenses to and from the area. You can only deduct the travel expenses if the trip is primarily to look for a new job. The amount of time you spend on personal activity compared to the amount of time you spend looking for work is important in determining whether the trip is primarily personal or is primarily to look for a new job.


You cannot deduct job search expenses if there was a substantial break between the end of your last job and the time you begin looking for a new one.


You cannot deduct job search expenses if you are looking for a job for the first time.

For more information about job search expenses, see IRS Publication 529, Miscellaneous Deductions. This publication is available on IRS.gov or by calling 800-TAX-FORM (800-829-3676).

THE TAX CENTER TO ASSIST THE UNEMPLOYED

Tips on Investing in the TSP (Thrift Savings Plan for Federal Workers) by Morningstar

Does the Government's Retirement Plan Measure Up?
By Christine Benz | 08-17-10 | 06:00 AM |

Question: As a government worker, I'm eligible to invest in the Thrift Savings Plan for my retirement. I'd like an objective view of the quality of the options, and I'd also like to be able to enter my complete portfolio on your site but can't find matches for the TSP funds on Morningstar.com. What do you think of the plan, and can you think of any funds that would be good proxies for the TSP's holdings? What is it missing?


Answer: I recently wrote an article about workarounds in case you can't find information for one of your investments on Morningstar.com. And the TSP options, while they have millions of investors in the U.S. government and armed forces, fall into that category. In short, I'd call the plan a winner and well worth investing in if Uncle Sam is your employer.


Cheap, Simple, and Effective
Although some retirement plans are chock-full of overpriced investment options and layers of administrative costs, the TSP lands at the opposite end of the spectrum. Most of the options are index funds (or index-based funds), meaning they track a given market benchmark and don't need to pay an active stock-picker for his or her services. ( BlackRock BLK) manages the index funds in the plan.) TSP participants paid just 0.028% in total costs in 2009, meaning that $0.28 of every $1,000 invested went for expenses. Although that's a touch more than what participants paid in 2007 and 2008, it's still an amazing deal.


The plan also earns points for simplicity and ease of use. The streamlined lineup, with four index funds, a government-securities offering, and five target-maturity vehicles, is about as utilitarian as they come, and provides exposure to the basic asset classes that should form the foundation of every investor's portfolio.


Here's the lowdown of the investment options in the TSP, as well as ideas for proxies you can use in Morningstar's portfolio-tracking and X-Ray tools. Note that the proxies aren't perfect because in all cases their expenses are higher than the options in the TSP.


C Fund (Common Stock Index)
The C Fund tracks the S&P 500 Index, which focuses on large-cap U.S. stocks.


C Fund Proxy: iShares S&P 500 (SPY SPY) or Vanguard Institutional Index (VINIX)


S Fund (Small Cap Stock Index)
The S Fund tracks the Dow Jones U.S. Completion Total Stock Market Index, which consists of U.S. companies not included in the S&P 500 (mainly small- and mid-caps).


S Fund Proxy: Fidelity Spartan Extended Market Index (FSEMX)


I Fund (International Stock Index)
The I Fund tracks the MSCI EAFE Index, which tracks the performance of developed foreign markets.


I Fund Proxy: iShares MSCI EAFE (EFA)


G Fund (Government Securities)
The G Fund invests in short-term U.S. Treasury securities that are specifically issued to the TSP.


G Fund Proxy: It's tricky to find a precise proxy for the G Fund, mainly because the securities it owns are for G Fund participants only; you won't find them in other mutual funds. However, Vanguard Short-Term Treasury (VFISX) is a reasonable stand-in.


F Fund (Fixed-Income Index)
The F Fund is a total market bond market index fund that tracks the Barcap U.S. Aggregate Bond Index, which includes U.S. government bonds, mortgage-backed bonds, and corporate bonds.


F Fund Proxy: Vanguard Total Bond Market Index (VBMFX) or iShares Barclays Aggregate Bond (AGG).


L Fund
The L Funds are target-date offerings composed of the above-mentioned funds. In general, the L Funds tend to be more conservative than other target-date offerings geared toward the same retirement date; that conservatism is especially pronounced in the funds for investors nearing retirement. Not only do the funds have more bonds than the typical target-date fund for that same age band, but they also feature heavier exposure to government bonds.


L Fund Proxies: Because target-date funds vary so broadly in terms of their asset allocations and underlying holdings, L Fund holders would do well to find the allocations of their particular L fund, then use the proxies above to simulate an L fund's weightings in each holding.


What It's Missing
As good as the TSP is, it doesn't provide exposure to every nook and cranny of the market. Thus, investors looking to add to their holdings outside the TSP (such as in an IRA or Roth IRA) should explore a few key areas.

For example, the two bond funds in the plan, while solid, don't provide exposure to Treasury Inflation-Protected Securities; nor do they own lower-quality (junk) bonds or international or emerging-markets bond funds. Thus, TSP investors might devote a small share of their fixed-income portfolios to these asset classes. Morningstar's Fund Analyst Picks are a good place to start. (The inflation-protected bond and multisector bond categories would be good ones to explore.)


And though the I Fund provides broad-based foreign-stock exposure, the MSCI index it tracks doesn't encompass fast-growing emerging markets such as those in Asia, Latin America, and Eastern Europe. Thus, risk-tolerant investors might want to venture into an emerging-markets stock or small-cap international stock fund for a small share of their portfolios.


Finally, as noted above, the L funds within the TSP lineup are generally pretty conservative, so risk-tolerant, longer-term investors in the L funds might consider tipping more of their portfolios into equities than is the case for the prepackaged target-date versions.

Why Did Your Credit Score Go Down? Common Mistakes (cardratings.com)

5 Common Mistakes That Can Cripple Your Credit Score
July 29, 2010
By: Beverly Blair Harzog

Have you ever been surprised when your FICO score dropped? Most likely, it's because you made one of the five mistakes below. Most people aren't aware of the impact some of these actions have. And what's interesting is that it appears that the higher your FICO score, the greater the drop when you make a mistake.

#1: Closing an account
People often decide to close a credit card account for one of two reasons. One, they think they have too many cards and that closing one will increase their score. Two, their credit limit has been decreased and they decide the card is no longer useful to them. But whatever your reasons are, closing an account can lower your score."There's a misconception that having too much available credit lowers your score. FICO scores don't take this into consideration. But when you close an account, it can often raise your utilization rate and that can lower your score," says Barry Paperno, Consumer Operations Manager for myFICO.com.

Your utilization rate is the ratio of your credit card balances to your credit limits. For instance, let's say you have two cards and one has a zero balance and one has a $1,000 balance. If each card has a $2,000 limit, your total limit (across both cards) is $4,000. Your utilization rate is $1,000/$4,000 = .25, or 25%. Not fabulous, but not too bad.

Close the account with the zero balance and your utilization rate jumps to 50% ($1,000/$2,000). Obviously, the amount of the impact on your score will vary according to your individual circumstances, but since the utilization rate may account for almost 30% of your score, you're FICO score will probably take a negative hit.

#2: Maxing out your credit cards
Many consumers make the mistake of thinking that their credit limit is an invitation to spend until it's gone. Now that you understand utilization rate, you probably now understand why maxing out your cards is a problem. Let's look at our example from #1 again. If you max out your two cards, you'll have a $4,000 balance with a $4,000 limit. It's doesn't take a math genius to quickly figure out that your utilization rate is now 100%.

Your FICO score will take a hit. How much? "It depends on a lot of variables, including what your FICO score was before you maxed out your cards," says Paterno. myFICO.com recently did a comparison of how much a score drops when one individual has a FICO score of 680 and the other individual has a FICO score of 780. Maxing out credit cards was one the "missteps" they used in the comparison.

Results showed that the consumer with the 780 score experienced a 25-45 point drop and the score fell into the 735-755 range. The person with the 680 score saw only a 10-30 point drop and the score fell into the 650-670 range. You can check out the study here.


#3: Making late payments
One problem with making late payments is that, depending on the terms and conditions of your card, you might trigger the penalty APR. The other problem with a 30-day or more delinquency is that it can make your score drop like a rock. "Someone with a 780 score could experience a drop of 100 points or more with a 30-day delinquent payment. If your score is in the 680 range, expect to lose about 60-80 points," says Paterno. Now, if this late payment stretches into collections, then expect a really big drop.

#4: Impulsively opening accounts to save 15%
This happens every holiday season, doesn't it? Whether it's a Labor Day sale or Black Friday, you're standing in line in your favorite department store holding a lot of merchandise, and then the cashier tempts you with a "get 15% off if you open an account today" offer. When you open a new account, this results in a hard inquiry, which affects your score. But that's only part of the problem.

"Typically, inquiries knock only about five points off your score. The bigger problem is opening an account with a high interest rate and putting yourself in a situation where you get behind on a payment," says Paterno. If you're on the bubble between having good credit and excellent credit, those five points can mean a lot. And of course, if you end up with late payments, matters deteriorate from there.

#5: Not understanding the importance of the length of credit history
This mistake often ties into the #1 mistake on this list. Sometimes when people close a card, they close one they've had a long time. The length of your credit history makes up 15% of your FICO score. Now, FICO scores are calculated based on the average length of time you've had your credit cards. The score considers both your current accounts and any closed accounts still included on your credit report. Credit bureaus typically keep account histories on your credit report for years after you close the account or pay off the loan. "If you close a card you've had for ten years, this can eventually bring down the average length of your credit history," says Paterno.



About the Author
Beverly Blair Harzog is a spokeswoman and contributing editor for CardRatings.com. She's a former CPA and an award-winning personal finance journalist. She's a former columnist for the Navy Federal Credit Union’s magazine, Home Port, and has written about credit issues for CNNMoney.com, FoxBusiness.com, Good Housekeeping, Bankrate.com, Bottom Line Wealth, CreditCards.com, AARP Bulletin Today, and more. She’s also the co-author of The Complete Idiot's Guide to Person-to-Person Lending (Alpha Books/Penguin, April 2009). Follow her on Twitter @beverlyharzog .

Investing in Master Limited Partnerships (WSJ)

AUGUST 10, 2010 Frenzy in Energy Partnerships
Investors Stick Billions of Dollars Into a Stock-Market Niche Known as MLPs
By TOM LAURICELLA And CAROLYN CUI
Lured by hefty yields, investors are pouring billions of dollars into a small corner of the stock market—energy-focused master limited partnerships—which has seen a huge rally of 15% this year. And that makes some people nervous.

MLPs are mostly companies that own and operate pipelines, primarily for natural gas and oil. Benefiting from the tremendous expansion of energy infrastructure in the U.S., MLPs essentially collect rent from energy producers who use their facilities.


Over the past decade, the Alerian MLP index, the main benchmark for the group, is up about 11% a year. That is a handsome payoff compared with the Standard & Poor's 500-stock index, which is down 2.6% a year. Their major appeal is payouts to investors these days averaging around 7% a year at a time when bond yields are at all-time lows. MLPs are expected to increase those distributions by another five percentage points or so a year.

But the recent surge in popularity of MLPs may be adding a new element of risk to the group. The Alerian index, including distributions, has returned 21% in 2010 without any meaningful change to the sector's fundamental outlook. Instead those gains are seen as being fueled by the rush of new money into the sector. Meanwhile, most MLP funds concentrate their portfolios in a handful of the same stocks. The end result is MLPs could be growing vulnerable to a decline in prices.

"We think the sector is a bit frothy in the short run," said Ethan Bellamy, an analyst at Wunderlich Securities Inc.

The big yields of MLPs are the result of their corporate structure. While they trade like stocks, the companies generally distribute all their profit to shareholders because of their limited partnership status. Better yet, those distributions usually aren't taxable until investors sell the shares.

Another selling point for MLPs is their diversification. They have low levels of correlation to the rest of the stock market and to U.S. Treasurys. In June, for example, when the S&P was down 5.2%, the Alerian index was up 5.6%.
MLPs have changed markedly over the years. In their early days in the late 1980s, the underlying businesses ranged from hotels to basketball's Boston Celtics. But concerns were soon raised that some companies were exploiting MLPs to avoid taxes. Laws were tightened and MLPs are now limited to energy and certain natural-resource companies, mainly pipelines and storage for natural gas and oil.

The proliferation of MLP funds started with the launch in June 2009 of the J.P. Morgan Alerian MLP Index Exchange Traded Note, which has pulled in $1.6 billion. On March 30, SteelPath Advisors, an offshoot of Alerian, opened the doors on three MLP mutual funds that have taken in nearly $300 million.

But the floodgates have really opened in the past two months. Legg Mason's Clearbridge unit and MLP veterans Tortoise Capital Advisors each launched MLP closed-end funds and attracted more than $2 billion from investors. With leverage, the funds will be investing some $2.7 billion. And still more funds are in the works, including an exchange-traded fund.

All this money is pouring into a small space. There are roughly 70 MLPs with a total market value of about $200 billion. Only about three dozen of those names trade actively. And the Alerian benchmark is heavily concentrated; the top five names comprise 41% of the index.

At Tortoise, for example, the firm's new $1.1 billion Tortoise MLP Fund, which hasn't yet disclosed its holdings, will specialize in natural-gas MLPs. But its two other biggest funds already have about 52% of their combined $2 billion in assets in natural-gas MLPs. And many of those names are big holdings in the Alerian index.

"Everybody's buying the same top 10," says Jason Stevens, who follows MLP stocks for Morningstar.

Meanwhile, the performance of MLP stocks has been extremely uniform, suggesting little differentiation by investors among individual MLPs. Among 10 oil-pipeline MLPs tracked by Wunderlich Securities as of Aug. 4, seven are up 29% to 41% in the past year, and another two are up 20% or more.

Jerry Swank, founder of Dallas-based Swank Capital LLC, which manages an MLP portfolio of $1 billion, says he is concerned about "a temporary imbalance between supply and demand" that could potentially reverse into a selloff.

The rally already has pushed down yields. A year ago, MLPs on average yielded 8.8%, but that has dropped to 6.3%, Wunderlich Securities says.
Michael Blum, an MLP analyst at Wells Fargo Securities LLC, figures MLPs are trading at a multiple of 11.8 compared with 12 over the past five years using discounted cash flows, the standard metric for valuing MLPs.

"MLPs look fairly valued," Mr. Blum says.

But valuation concerns mightn't prove a deterrent as investors chase distributions and growth that have yielded far more than other investment options.

"We see the typical MLP increasing its distributions by 5% a year," said Morningstar's Mr. Stevens. "And if you've got securities yielding 6% to 8% … you can lock up a 12% gain."

Supporting that optimism is that MLP clients sign long-term contracts, often for 10 or 15 years. Those contracts often contain clauses that increase the fees paid to MLPs to adjust for inflation.

Still, the longer-term outlook for MLPs isn't risk-free. MLPs increase their distributions one of two ways: They either build or buy new pipelines and storage facilities. Both avenues require tapping the stock or bond markets to pay for their expansion. Any interest-rate increase will result in higher borrowing costs and potentially smaller payouts for investors.

And their tax-deferred appeal could be at risk if Congress revisits their tax status. Says Christopher Eades, a portfolio manager on the Clearbridge Energy MLP Fund: "An investor in MLPs has to watch what's going on in Washington extremely carefully."
Write to Tom Lauricella at tom.lauricella@wsj.com and Carolyn Cui at carolyn.cui@wsj.com

The GM IPO (Businessweek, Reuters, Barrons)

Barron's Cover | SATURDAY, AUGUST 21, 2010
Who's Driving?
By ANDREW BARY

Speculation on the new GM: IPO Price, What old GM Bondholders Might Get

"....The way for investors to play the new General Motors is through the debt of the old GM. Valuing that $27 billion (face amount) of debt isn't simple because the bonds are entitled to 50 million GM shares and two issues of warrants to buy more. The warrants, each involving 45.5 million shares, have strike prices of $30 and $55 and aren't easy to value. And there's an additional wrinkle: Bondholders aren't the only creditors entitled to the stock and warrants. There may be at least $37 billion of total claims allowed by the bankruptcy court, GM said in its IPO prospectus. This means that the stock and warrants will be apportioned to a larger group of creditors than just bondholders...."



GM plans to file for IPO during week of August 16: sources
Fri, Jul 23 2010
By Clare Baldwin and Soyoung Kim

NEW YORK/DETROIT (Reuters) - General Motors Co plans to file its registration for an initial public offering during the week of August 16, just after the expected date for its second quarter results, according to two people with direct knowledge of the preparations.

A GM filing with the U.S. Securities and Exchange Commission would be the first step toward an IPO to reduce the U.S. government's ownership in the automaker after a $50 billion bailout in 2009.
By filing with the SEC in August, GM is aiming to complete its IPO before the November U.S. elections, according to the sources, who asked not to be named because the closed-door preparations remain confidential.

GM also remains in talks with Bank of America Corp , JPMorgan Chase & Co , and Wells Fargo & Co for dealer and consumer financing for more credit-worthy borrowers, one of the sources said.

One concern for potential investors has been whether GM dealers and potential car buyers have the same kind of access to financing as competitors with in-house financing operations like Ford Motor Co .

General Motors on Thursday said it would buy auto finance company AmeriCredit Corp for $3.5 billion in cash to form what it called the "core" of a captive finance operation. The move marks a reversal of the position GM took when it sold control of its former in-house financing arm GMAC in 2006.

Any additional financing partnership agreement GM reaches would be complementary to the AmeriCredit transaction, one of the sources said. Many GM dealers have complained that lack of consumer financing has cost them sales.

An IPO for the U.S. automaker, which was restructured in bankruptcy last year, would be the biggest U.S. stock offering since Visa Inc's $19.7 billion March 2008 IPO and one of the biggest IPOs of all time.

GM's second-quarter earnings report is expected to show the automaker generated cash for a second consecutive earnings period, according to one of the sources.

GM Chief Financial Officer Chris Liddell told CNBC on Thursday that the automaker would report results in about three weeks.

GM spokeswoman Renee Rashid-Merem told Reuters on Thursday the automaker would report second quarter results in mid-August.

"Beyond that, we aren't commenting on matters relating to an IPO. We will launch an IPO when the conditions are right and the company is ready," she said.

U.S. officials have said repeatedly that GM's board of directors have a free hand to run the company to try to improve the return for taxpayers.

The automaker posted its first quarterly profit since 2007 in the first quarter. In the June-ended quarter, industry-wide U.S. auto sales were above 11 million vehicles on an annualized and adjusted basis.

But GM's lower cost structure coming out of bankruptcy has allowed the automaker to break even with industry-wide U.S. sales as low as about 10.5 million vehicles, the sources said.

UAW, CANADA SALES PROPORTIONAL

GM's biggest shareholder is the U.S. Treasury, which owns nearly 61 percent of the automaker. The Treasury is expected to sell between 20 and 24 percent of its stake, sources said earlier this month.

The United Auto Workers healthcare trust, which owns 17.5 percent of GM, and the governments of Canada and Ontario, which own 11.7 percent, are expected to sell the same share of their holdings as the U.S. government, one of the sources said on Thursday.

GM, which is not expected to pay dividends on its newly-issued common stock, also plans to sell $3 billion worth of mandatory convertible securities, a source said earlier this month.

The U.S. automaker also is in the process of finalizing a $5 billion revolving credit line, several sources have said.

(Reporting by Clare Baldwin in New York and Soyoung Kim in Detroit, additional reporting by Kevin Krolicki in Detroit; editing by Carol Bishopric





Politics & Policy July 15, 2010, 5:00PM EST
GM's IPO May Require Hefty Incentives
The sales pitch will need hope, contrition, and smooth talking

By Roben Farzad, David Welch and Jeff Green

The initial public offering of recently bankrupt and nationalized General Motors looks to be one of the trickiest deals in memory.

True, the still-enormous carmaker has shed billions in liabilities and legacy costs in its "quick-rinse" 39-day bankruptcy. After a federal rescue, GM is again profitable, and its vehicles are selling briskly in the U.S. and China. Yes, the Treasury Dept., which extended close to $50 billion of aid to the behemoth last year, is a motivated seller, eager to prove the bailout a success in an election year in which many voters say bailouts wasted their money. "The initial public offering will be a significant step in carrying out Treasury's previously announced intention of disposing of TARP investments as soon as practicable," states a Treasury memo on the deal, not yet scheduled but widely expected before the November elections.

The Wall Street underwriters, likely to be Morgan Stanley (MS) and JPMorgan Chase (JPM), are so keen to participate that they are accepting a 75 percent discount on their fees, says one person briefed on the matter. Various estimates peg the flotation, including about 20 percent of the government's 61 percent stake, at $12 billion, which would make it the second-largest in a decade, after Visa's (V) $19.7 billion deal in 2008. And do not underestimate GM Chief Executive Ed Whitacre's resolve. "The new management team desperately wants to feel like a legitimate company again," says Steve Dyer of Craig-Hallum Capital Group, a Minneapolis-based trading and research shop. "That can only happen if they get rid of the perception that they're still reliant on the government."

All great, save for one thing: It's not clear that investors are pining to buy GM 2.0. This could be an IPO unlike any other, and not only because Uncle Sam is hawking the shares. The main selling point will not be a quick return on investment. Instead, it will be that GM's limited record of success—the company just reported its first quarterly profit since 2007—is only the beginning. Throw in contrition and appeals to hope and patriotism, and GM just might have a successful offering.

Job No. 1 is restoring "Government Motors" to a staple investment for institutional shareholders. That means convincing investors it can consistently make a profit in a leaner car-selling market. There's no getting around the reality, though, that GM has a ways to go before it wins over the car-buying public. In an April Consumer Reports study of reliability among 15 automakers, GM scored second to last. GM has shed the Hummer, Pontiac, Saab, and Saturn brands and now consists of Buick, Cadillac, Chevrolet, and GMC.

Then there's the let-bygones-be-bygones part of the IPO sales pitch: GM must persuade investors burned by the government takeover and unconventional bankruptcy to buy its shares again. That might require mediation by the U.N. after a bankruptcy proceeding in which the United Auto Workers union received more of the newly issued stock than some bondholders—a rearranging of the stakeholder pecking order that would not have happened in a traditional court-managed filing. "GM and Treasury will pay a price for that," says Maryann Keller, a veteran auto industry analyst who advises large investors. "Three words," says William Smith of New York-based Smith Asset Management, a former holder of GM's old shares: "Smoke and mirrors." He calls the preference given to the UAW in the bankruptcy "dirty pool," something "unprecedented in a democratic country with bankruptcy rules."
Even after its restructuring, GM has a troubling pension burden. Its retirement plan is underfunded by $26.8 billion. While the company doesn't have to make a payment for three years, at some point more money will have to go into the plan.

There are other questions: The reception for GM's much anticipated all-electric Volt, which the company says it will roll out at the end of next year, is uncertain. So is GM's plan to fix its European operations, which lost $506 million in the first quarter. Another unknown is what kind of auto market GM needs to stay in the black. The sales levels of 16 million to 17 million cars a year that once prevailed? Or the present 11 million?

Keller argues that demand has been reset downward because of lagging personal income, fading consumer confidence, and the end of easy credit. Detroit, she notes, has spent the past four decades extending the typical car loan from two years to five or six, to reduce monthly payments and get more units out the door. Now, she says, "we're really at the limit of what you can do with creative auto financing." GM's lack of a dedicated finance arm could also be a problem. "GM will launch an IPO when the conditions are right and the company is ready," says spokeswoman Nina Price, declining further comment.

Perhaps the strongest case for a resurrected GM stock is that many fund managers will have no choice. What was too big to fail a year ago remains too big to ignore in current investing terms. Ford (F), which is the only other remnant of the Big Three available to investors, is the 53rd-largest component in the Standard & Poor's 500-stock index, according to Bloomberg data. GM, which is now probably worth more than Ford's $40 billion valuation, would almost certainly be restored to the S&P 500, the preferred benchmark for mutual funds. "Most fund managers need and want exposure to the space," says Craig-Hallum's Dyer.

The underwriters have a tricky assignment: Unless the stock market ultimately values the 102-year-old automaker at a truly impressive $80 billion, taxpayers will not break even. With confidence flagging in the overall economic rebound and the auto industry's wobbliness in recent months, "the risk remains high that an IPO in this environment is unlikely to generate the best returns for the taxpayers," writes Bill Visnic, a senior editor at Edmunds' AutoObserver.com. As any good dealer will admit, you need heavy incentives and smooth talking to move a rebuilt car off the lot.

The bottom line: Despite a shaky economy, the White House is eager to refloat General Motors after its government takeover and bankruptcy.

Bloomberg Businessweek Senior Writer Farzad covers Wall Street and international finance. Welch is Bloomberg Businessweek's Detroit bureau chief. Green is a reporter for Bloomberg News .